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PROFESSIONAL SERVICES AGREEMENT <br />BETWEEN <br />CITY OF OLTON t� <br />Py <br />AND <br />BLACK & VEATCH CORPORATION <br />1. PARTIES AND DATE. <br />This Agreement is made and entered into this 3rd day of August 2004 by and between the <br />City of Colton, a municipal organization organized under the laws of the State of California with <br />its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") <br />and Black & Veatch Corporation, a California corporation, with its principal place of business <br />at 6 Venture, Suite 315, Irvine, California 92618-3317 ("Consultant"). City and Consultant are <br />sometimes individually referred to herein as "Party" and collectively as "Parties." <br />2. RECITALS. <br />2.1 Consultant. <br />Consultant desires to perform and assume responsibility for the provision of certain <br />professional services required by the City on the terms and conditions set forth in this <br />Agreement. Consultant represents that it is experienced in providing engineering services to <br />public clients, is licensed in the State of California, and is familiar with the plans of City. <br />2.2 Project. <br />City desires to engage Consultant to render such services for the Agua Mansa Power <br />Plant Expansion project ("Project") as set forth in this Agreement. <br />3. TERMS. <br />3.1 Scope of Services and Term. <br />3.1.1 General Scope of Services. Consultant promises and agrees to furnish to <br />the City all labor, materials, tools, equipment, services, and incidental and customary work <br />necessary to fully and adequately supply the professional engineering consulting services <br />necessary for the Project ("Services"). The Services are more particularly described in Exhibit <br />"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and <br />performed in accordance with, this Agreement, the exhibits attached hereto and incorporated <br />herein by reference, and all applicable local, state and federal laws, rules and regulations. <br />RVPUB\NGS\675773.1 <br />